Grainger plc Regulatory News (GRI)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

18 December 2018

Grainger plc (the "Company")

Results of Rump Placing

Following the announcement earlier today regarding valid acceptances under the Rights Issue announced by the Company on 14 November 2018, the Company confirms that J.P. Morgan Cazenove and Numis Securities Limited (the "Banks") have procured subscribers for all of the 7,888,061 New Ordinary Shares for which valid acceptances were not received, representing approximately 4.05 per cent. of the total number of New Ordinary Shares offered pursuant to the Rights Issue, at a price of 210.0 pence per New Ordinary Share.

The net proceeds (if any) from the placing of such New Ordinary Shares (after the deduction of the Rights Issue Price of 178.0 pence per New Ordinary Share and the expenses of procuring subscribers including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable) will be paid (without interest) to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to the entitlements not taken up, save that no payment will be made of amounts of less than £5.00 per holding, which amounts will be aggregated and ultimately accrue for the benefit of the Company.

Following the allotment of the New Ordinary Shares to reflect both the receipt of valid acceptances under the Rights Issue and the shares for which the Banks have procured subscribers, the Company's issued share capital will consist of 612,098,116 ordinary shares of five pence each. The Company holds 1,506,300 ordinary shares in treasury and is not permitted to exercise voting rights in respect of these shares. Therefore, as at 18 December 2018, the total number of voting rights in the Company is 612,098,116. This figure may be used by Shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

Capitalised terms used in this announcement have the meanings given to them in the combined prospectus and class 1 circular dated 14 November 2018 (the "Prospectus"), which is available on the Company's website (www.graingerplc.co.uk).

For further information, please contact:

Grainger plc

Helen Gordon, Chief Executive Officer

Vanessa Simms, Chief Financial Officer

Kurt Mueller, Director of Corporate Affairs

Telephone: +44 (0) 20 7940 9500

Camarco

Ginny Pulbrook

Geoffrey Pelham-Lane

Tom Huddart

Telephone: +44 (0) 203 757 4992

J.P. Morgan Cazenove (Lead Financial Adviser, Joint Bookrunner and Joint Broker to Grainger)

Bronson Albery

Barry Meyers

Telephone: +44 (0) 207 742 4000

Numis Securities Limited (Sponsor, Joint Bookrunner and Joint Broker to Grainger)

Heraclis Economides

Richard Thomas

Ben Stoop

Telephone: +44 (0)20 7260 1000

Kempen (Financial Adviser)

Dick Boer

Thomas ten Hoedt

Telephone: +31 20 348 8500

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of Grainger.

This announcement is not a prospectus but an advertisement and investors should not acquire any securities referred to in this announcement except on the basis of the information contained in the Prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Neither the content of Grainger's website nor any website accessible by hyperlinks on Grainger's website is incorporated in, or forms part of, this announcement.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letters should not be distributed, forwarded to or transmitted in or into in any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including the United States, Australia, Canada, Japan and South Africa.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement does not constitute or form part of an offer of securities for sale or solicitation of an offer to purchase securities in the United States, Australia, Canada, Japan, South Africa or in any other jurisdiction in which such offer may be restricted. The securities referred to in this announcement have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state in the United States and may not be offered or sold in the United States, except in reliance on an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.

Each of J.P. Morgan Cazenove, which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the PRA, and Numis (together with J.P. Morgan Cazenove, the "Banks"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the Acquisition and the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Banks, nor for providing advice in relation to the Acquisition, the Rights Issue or any other matters referred to in this announcement. Neither the Banks nor any of their respective affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, tort or, under statute or otherwise) to any person who is not a client of the Banks in connection with this announcement, any statement contained in herein or otherwise.

Kempen & Co N.V. ("Kempen") which is authorised and regulated in the Netherlands by the Dutch Authority for Financial Markets (AFM) is acting exclusively for the Company and to no one else in connection with the Acquisition and will not be responsible to anyone other than the Company for providing advice in relation to the Acquisition. Kempen, nor any of its respective affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, tort or, under statute or otherwise) to any person in connection with this announcement, any statement contained in herein or otherwise.

This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.